General Terms and Conditions, optrel AG, Wattwil

As of 01.01.2012

1. General and Scope of Application

1.1 These Terms and Conditions of Purchasing shall be binding between optrel AG and its suppliers or service providers, thereafter Supplier. The general terms and conditions of the Supplier shall only be valid with the explicit written consent of optrel AG. Neither renunciation of objection nor payment nor acceptance of goods shall represent any recognition of outside terms and conditions of business.

2. Orders and Confirmation of Orders

2.1 If the Supplier does not accept an order within two weeks upon receipt in writing, optrel AG shall have the right to cancel.

2.2 The Supplier may only appoint subcontractors with prior written consent of optrel AG. If a subcontracted Supplier is appointed, the supplier remains fully liable and responsible towards optrel AG.

2.3 In the event that the financial situation of the Supplier is deteriorating significantly or if such situation turns out to be different from the way itwas presented to optrel AG, optrel AG shall have the right to withdraw from all contractual obligations.

3. Secrecy

3.1 The parties to the contract treat all commercial, technical and organisational details that have become known in the process of the business relationship, as business secrets.

3.2 All drawings, constructions, models, samples, prototypes, templates, patterns, tools, parts lists, electronic datas etc, that are provided to the Supplier by optrel AG or that are produced on behalf of optrel AG by the Supplier or third parties, must not be made available to unauthorized third parties or otherwise be made accessible. Copying of such items shall only be admissible in accordance with relevant business requirements and as per copyright regulations.

3.3 Subcontracted suppliers are to be obligated accordingly

3.4 The Supplier may only advertise its business relationship with optrel AG prior written consent.

4 Prices, Payment Terms and Transfers

4.1 The prices agreed on when placing the order shall be fixed prices and shall include all supplementary services relevant for the completion of contract. Deliveries shall be made on a ‘DDP’ basis (INCOTERMS 2010) and unless otherwise agreed, including reusable packaging.

4.2 VAT shall not be included in the prices.

4.3 optrel AG shall make payments upon receipt of proper invoices and the complete sets of dispatch, delivery and inspection documents, unless otherwise agreed, within 30 days net.

4.4 Payments do not represent confirmation that products and services are to specification and billed correctly.

4.5 The supplier shall not transfer for collection his accounts due from optrel AG to third parties without optrel AG prior written consent, which shall not be unreasonably withheld.

5 Deliveries

5.1 The delivery dates or lead times indicated by optrel AG shall be binding. Lead times and delivery data mean receipt of goods at the agreed upon ship-to address.

5.2 The Supplier undertakes to notify optrel AG immediately in writing if any circumstances are arising or appear to be arising, which might cause a delay in delivery.

5.3 The Supplier shall be Iiable for all damage caused by delay. Damages shall refer in particular to additional shipping costs, refitting costs, damage arising from interruption of operations, payment of damages which optrel AG would have to pay to its customers. In the event extended delivery data or lead times are not met or if the Supplier loses interest in supplying the order, the Supplier is liable for the additional costs of alternative covering purchases. optrel AG shall reserve the right of any further and/or legal or contractual claims, in particular due to non-observance of guaranteed delivery dates or delivery periods. Acceptance of a delayed delivery or service without reservations shall not waive optrel AG right to claim damages for delayed deliveries or services.

5.4 Force-majeure, industrial action, unrest official measures, disturbances of transport, sales volume problems and other unforeseeable, inevitable and serious events at optrel AG shall exempt optrel AG for the duration and the extent of its effect from any obligation of acceptance of goods or liabilities for damages to the Supplier, in so far as optrel AG is unable to avert such disturbance through reasonable measures.

5.5 If optrel AG provides products for further processing, of these at least 99% are to be redelivered processed correctly. For short deliveries in excess of this (>1%) the costs may be charged to the Supplier. Any agreements deviating from that shall need to be fixed in writing.

5.6 The Supplier shall ensure through proper expert quality control that only goods free of defects are delivered.

5.7 All costs incurred through poor quality or incorrectly delivered goods shall be charged by optrel AG to the Supplier.

5.8 Order quantities issued by optrel AG are to be strictly observed.

5.9 Unless otherwise agreed, the place of completion shall be the agreed delivery address.

5.10 The delivery documents and invoices are to clearly state the complete data set issued by optrel AG such as order number, product number, revision, description of product and supplier number.

6 Acceptance

6.1 optrel AG commits to accept the quantities ordered in writing, unless otherwise agreed. Any planning figures and forecasts of requirements submitted shall not have validity of orders.

7 Material Defects

7.1 The receiving control procedure at optrel AG shall be limited basically to identifying the product, visually inspecting the delivery and control documents, assessing externally clearly discernible damage due to transport as well as to an estimated quantity control.

7.2 In case of faulty deliveries or services, optrel AG shall have to advise the Supplier immediately in writing, as soon as these are discovered in the course of orderly business procedures. In this respect the Supplier shall renounce the right of objection against late complaints.

7.3 In the event of a complaint, optrel AG shall have the right to withhold payments in appropriate relation to the damage incurred.

7.4 The limitation period of claims for defects shall be 24 months, calculated from the moment of receipt at optrel AG. This shall also apply to goods reworked or delivered as replacements

8 Liabilities, Exemptions and Insurance Cover

Unless otherwise agreed, the following shall apply:

8.1 The Supplier undertakes to maintain a product liability insurance coverage including a recall cost insurance with an adequate amount of coverage and to provide evidence of this upon request. Supplier’s liability shall not be limited to the amount of such coverage.

8.2 If optrel AG or one of its direct or indirect customers takes steps to avert possible danger (eg. recall action), the Supplier shall be liable in as far as the danger was triggered directly or indirectly through the delivery of this service or product.

8.3 In the event of infringement of the rights of third parties, the Supplier shall exempt optrel AG from any claims that third parties might make against optrel AG.

9. Provision of Materials and Reservation of Proprietary Rights

9.1 In as far as optrel AG provides the Supplier with any parts, optrel AG shall retain the property rights over them. Processing or working by the Supplier shall be made on behalf of optrel AG.

9.2 The Supplier undertakes to take all relevant steps and to provide all relevant declarations to ensure the reservation of property rights of optrel AG can be enforced formally effective

10. Production Materials and Aids

10.1 The production materials and aids provided shall remain the property of optrel AG. Production materials and aids which the Supplier manufactures or procures himself, shall become the property of optrel AG, if and as soon as optrel AG covers the cost of these.If optrel AG covers only partially the costs of the production materials and aids manufactured or procured by the Supplier, the Supplier shall concede the proportionate right of ownership over such production materials and aids to optrel AG. In case the concession of joint ownership were to be ineffective, the Supplier undertakes, at the request of optrel AG, to transfer the right of ownership over the production materials and aids to optrel AG, provided optrel AG settles the difference between the costs already covered and the sales value of the production materials calculated thereupon. The Supplier shall mark all production materials and aids which are or are to be optrel AG property in accordance with one of the preceding paragraphs, as ‘property of optrel AG. Such production materials and aids must not be sold, pledged or otherwise transferred to third parties or be used in any way for third parties, without the explicit consent of optrel AG.

10.2 The Supplier undertakes to use the production materials and aids exclusively for the manufacture of goods ordered by optrel AG. The production materials and aids belonging to optrel AG are to be insured by the Supplier at new value and at his own expense, against damage from fire, water and theft. The Supplier shall have to arrange for any relevant maintenance and inspection to be carried out on time and at his own expense. Disturbances are to be notified immediately. If the Supplier fails to do so, he shall be liable for damages.

10.3 The aforementioned production materials and aids may only be scrapped at the earliest 10 years after the last delivery, with the written consent of optrel AG. In any case authorization for such scrapping needs to be previously requested in writing.

10.4. No changes shall be made in components, suppliers or manufacturing processes.This applies to filters, LCD’s, plastic parts and assembled electronic boards. Any partial or entire changes/modifications are only allowed with a prior written approval of optrel AG.On request the supplier has to send a declaration of conformity or has to attest in detail that there has been no significant change regards to the version approval.

If there is a violation we reserve the right to reject the complete delivery against a credit note.

11.1 Court of jurisdiction shall be CH-9620 Lichtensteig, SG. optrel AG shall additionally have the right to sue the Supplier at a different court of jurisdiction.

11.2 For all legal relations between the Supplier and optrel AG, Swiss Law shall be applicable exclusively, with the exclusion of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods). For the interpretation of delivery clauses, INCOTERMS 2010 shall apply

11.3 In the event of discrepancies between the Terms and Conditions of Purchasing in German and those compiled in other languages, the German original text shall prevail.

11.4 Should one or several of the present regulations and any further agreements concluded be totally or partially ineffective or not practicable or should these lose later on their legal effectiveness or practicability, the effectiveness of all other regulations shall not be affected by this. The ineffective regulation shall in such case be executed by the parties to the contract in a way so as to match the sense of the ineffective regulation as closely as possible.